Digital Barriers plc Acquisition of Visimetrics (UK) Limited
Digital Barriers plc (AIM: DGB, "Digital Barriers" or the "Group"), the specialist provider of advanced surveillance technologies to the homeland security and defence sectors, is pleased to announce the acquisition of Visimetrics (UK) Limited ("Visimetrics"), including its subsidiary OmniPerception Limited ("OmniPerception"), (the "Acquisition").
Founded in 1996 and based in Prestwick, UK, Visimetrics develops and manufactures high-performance digital video recording, storage and management systems for video surveillance systems. Its customers include law enforcement, criminal justice, defence and other public sector organisations. Its Guildford (UK) based subsidiary, OmniPerception - with whom Visimetrics merged in April 2012 - is an industry leader in the design and development of facial recognition video systems and advanced image processing systems. OmniPerception's products include:
- the Checkpoint and Checkpoint.S series of consensual and standoff facial recognition cameras;
- the Colossus identity checking system for identity management and law enforcement; and
- the Magellan advanced image analysis and recognition solution.
Terms of the Acquisition
Under the terms of the Acquisition, Digital Barriers has acquired the entire issued and to be issued share capital of Visimetrics, including OmniPerception, for an initial cash consideration of £3,300,000 (on a debt free, cash free basis), paid to the vendors of Visimetrics upon completion of the Acquisition.
Dependent upon the successful satisfaction by Visimetrics of certain financial and operational targets in the period from completion of the Acquisition to 31 December 2014, deferred consideration of a further £4,700,000 may be paid by Digital Barriers; the majority of any such deferred consideration will be paid in Digital Barriers shares, with the remainder paid in cash, although the board of directors of Digital Barriers (the "Board") can at its discretion elect to pay any deferred consideration fully in cash.
Rationale for the Acquisition
The Board intends to develop biometrics and identity management as a fourth, core strategic technology area, adding to the TVI advanced video surveillance, ThruVision standoff passive screening and RDC unattended ground sensor technologies already within the Group, alongside a wider range of enabling technologies and capabilities.
The acquisition of OmniPerception's world-class facial recognition technology presents the Group with a compelling opportunity to develop its solutions in this space, by introducing products that will integrate OmniPerception's technology with others from within the Group. In addition, Visimetrics' range of video management products will complement the Group's existing video surveillance offerings in the law enforcement, defence and transportation sectors.
Visimetrics' combined and unaudited results for the twelve months to 30 September 2012 show turnover of £1.76 million with a loss of £1.29 million. As with other acquisitions, the Board has identified actions to deliver revenue growth and cost synergies, which it believes can significantly improve this operational performance in the short to medium term through integration of the business into Digital Barriers' central functions and access to its international sales platform. As at 30 September 2012, Visimetrics had net assets of £0.21 million (unaudited).
Zak Doffman, Development Director of Digital Barriers commented:
"Visimetrics and OmniPerception bring an impressive range of additional technologies into the Group, including advanced facial recognition and identity management solutions, helping us establish a fourth key technology area. This is an area of significant interest for Digital Barriers and we see compelling opportunities to take facial recognition solutions to our customers around the world.
"We are seeing biometric identity recognition becoming an ever more important technology within the security and defence sectors, and we believe that OmniPerception has a world-class offering that presents a genuinely unique standoff facial recognition solution. In combining this technology with other capabilities from across the Group, we can bring a range of new and differentiated solutions and capabilities to the marketplace."